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Laws & Regulations Database of The Republic of China (Taiwan)

Print Time:2024/11/24 00:23
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Chapter Law Content

Chapter I General Principles
Article 1
These Regulations are adopted pursuant to Article 84, paragraph 2 of the Futures Trading Act.
Article 2
A futures trust enterprise issuing or intending to issue beneficial certificates for an offering or follow-on offering of a futures trust fund in the domestic market shall prepare a prospectus in accordance with the content requirements of these Regulations. If such an enterprise intends to issues beneficial certificates for an offering or follow-on offering of a futures trust fund in a foreign market, it shall prepare a prospectus in accordance with the laws and regulations of the jurisdiction in which the offering is made, and in such a case these Regulations shall not apply.
Article 3
A prospectus shall be prepared based on the following basic principles:
1.All of the content recorded in the prospectus shall be detailed, truthful, clear, and unambiguous. Its wording shall be concise and easy to understand, and it may not contain misrepresentations, nondisclosures, omissions, or otherwise be misleading.
2.Information published in a prospectus shall be timely and up to date. Any trade or other event occurring before printing that could influence the judgment of beneficial owners shall be disclosed in the prospectus.
Article 4
A prospectus shall include all information required by these Regulations and be published with a table of contents and page numbers. If there is no information for a required item, the words "not applicable" shall be printed after that item heading.
If required information repeats itself in the same prospectus, the information may be included in one place only, with a note provided in the other place or places indicating the page number where the information can be found.
Article 5
With the exception of an offering to persons meeting certain eligibility requirements under Article 12 of the Regulations Governing Futures Trust Funds (hereinafter, "offering a futures trust fund to persons meeting certain eligibility requirements"), a futures trust fund shall update the prospectus within 1 month after the end of each quarter following its establishment. Notwithstanding the foregoing, if the content of the annual financial report printed by the futures trust fund pursuant to the futures trust deed is sufficient to cover the items required by Article 21 hereof, the annual financial report may be annexed instead.
If, prior to the printing of the prospectus or annual financial report described in the preceding paragraph, any matter occurs which materially affects the interests of the beneficial owners, such matter shall also be disclosed therein.
Article 6
The following items shall be printed in the order below on the cover of a prospectus:
1.Name of the futures trust fund: A principal protection futures trust fund shall indicate, in parentheses and in a different and conspicuous color, the principal protection percentage and the type of the fund (either "principal guaranteed" or "principal protected"); an umbrella futures trust fund shall indicate that it is an "umbrella futures trust fund"; and an exchange-traded futures trust fund shall indicate that it is an "exchange-traded futures trust fund."
2.Fundamental trading and investment policies.
3.Type of the futures trust fund.
4.For a futures trust fund that invests overseas, the words "invested overseas" shall be clearly indicated.
5.For a futures trust fund denominated in a foreign currency, the currency in which the fund is denominated shall be clearly indicated.
6.The total face value of the current issue as approved.
7.The number of beneficial units of the current issue as approved.
8.For a principal protection futures trust fund that is a capital guaranteed fund, the name of the guarantor institution.
9.Name of the futures trust enterprise.
10.The following language, printed conspicuously:
A."The Financial Supervisory Commission has approved this futures trust fund, but that does not indicate that this fund is risk-free. The past management performance of this futures trust enterprise does not guarantee any minimum return on investment for this fund. Apart from exercising its duty of due care and diligence, this futures trust enterprise will not be responsible for the gains or losses of this fund, and does not guarantee any minimum return."
B."The futures trust fund engages in futures trading that involves a high degree of leverage because of low margin requirements. This means that such trading can lead to large losses as well as large gains, and consequently result in a substantial decrease or increase in the net asset value of the beneficial units of the fund. Therefore, before making any investment, investors should carefully consider whether such investing is suitable for them in light of their financial resources and circumstances, and carefully study the prospectus and consider at least the various risk factors disclosed starting from page __, the information on redemption commencement date at page __, the information on short-swing trading at page__, and the information on break-even point analysis at page__."
C.For a principal protection futures trust fund that is a capital guaranteed fund, print the following statement: "The Financial Supervisory Commission has approved this futures trust fund, but that does not indicate that this fund is risk-free. If, and only if, investors keep this fund until the maturity date, can they enjoy a ____% principal guarantee. The guarantee does not cover cases in which investors redeem prior to maturity, or in which there occurs any of the situations requiring termination (as set out in subparagraphs__ through__ of Article__ of the trust deed for this fund), and investors are responsible for all relevant fees for the entire investment period, with the redemption price to be calculated using the net asset value at that time. Investors should be aware that prior to the maturity date the net asset value of this fund may fluctuate due to various market factors. Therefore, before investing, investors should be certain that they are fully aware of the risks and features of this fund."
D.For a principal protection futures trust fund that is a capital protected fund, state the following: "This futures trust fund is not guaranteed by a guarantor, but achieves the function of principal protection through the use of various investment tools. The Financial Supervisory Commission has approved this fund, but that does not indicate that this fund is risk-free. If, and only if, investors keep this fund until the maturity date, can they enjoy a ____% principal protection. The guarantee does not cover cases in which investors redeem prior to maturity or in which there occurs any of the situations requiring termination (as set out in Article ____ of the trust deed for this fund), and investors are responsible for all relevant fees for the entire investment period, with the redemption price to be calculated using the net asset value at that time. Investors should be aware that prior to the maturity date the net asset value of this fund may fluctuate due to various market factors, and that, because capital protection is not a guarantee, the purpose of principal protection will be unable to be achieved if, for example, an issuer defaults or a credit risk materializes with respect to an investment instrument. Therefore, before investing, investors should be certain that they are fully aware of the risks and features of this fund." The latter part of the paragraph shall be printed in an especially conspicuous manner, such as enlarged bold typeface or a different color.
E.In the event there is any misrepresentation or nondisclosure in this prospectus, the futures trust enterprise, its responsible persons, and any other persons whose signature or seal appear on the prospectus shall be held legally liable.
F.Web addresses for inquiries regarding the prospectus, including the web address of the information reporting website designated by the competent authority, and the web address where the company discloses the relevant prospectus materials.
G.For a futures trust fund offered to persons meeting certain eligibility requirements by a trust enterprise concurrently operating a futures trust enterprise, explicitly state that the assets of the fund are kept in its own custody; and for a futures trust fund offered to unspecified persons by a trust enterprise concurrently operating a futures trust enterprise and having obtained the approval from the competent authority to keep the assets of the fund in its own custody, explicitly state that assets of the fund are kept in its own custody and that a trust supervisor has been appointed.
11.Date of printing.
In the case of a future trust fund offered to persons meeting certain eligibility requirements, the front cover of the prospectus need not contain the information required by items 3, 4, and 6 of subparagraph 10 of the preceding paragraph, provided that it shall clearly indicate in conspicuous typeface that it is a prospectus of a futures trust fund offered to persons meeting certain eligibility requirements, and specifically that "The prospectus is intended only for an offer of a futures trust fund to persons meeting certain eligibility requirements; please see page for details about relevant transfer restrictions."
A prospectus prepared for use in an application to offer a futures trust fund shall clearly indicate on its front cover that it is a draft version for application purposes only.
Article 7
The information listed below shall be printed in the following order on the inside front cover of a prospectus:
1.Name, street address, website address, and telephone number of the head office of the futures trust enterprise, and the name, job title, contact telephone number, and e-mail address of the spokesperson.
2.Name, street address, website address, and telephone number of the fund custodian. In the case of a trust enterprise that concurrently operates a futures trust enterprise and that is offering to unspecified persons a futures trust fund for which it has obtained approval from the competent authority to keep the assets of the fund in its own custody, an indication of the name, street address, website or email address, and telephone number of the trust supervisor.
3.If the futures trust fund is guaranteed by a guarantor institution, indication of the name, street address, website address, and telephone number of the guarantor.
4.Name, street address, website address, and telephone number of the institution acting as agent in beneficial certificate matters.
5.Name of the CPA providing auditor attestation services on the financial reports of the futures trust fund, and the name, street address, website address, and telephone number of the CPA firm.
6.If the futures trust enterprise or futures trust fund has been rated by a credit rating agency, an indication of the name, street address, website address, and telephone number of the credit rating agency.
7.Prospectus distribution plan: information on where the prospectus is displayed, how it is distributed, and how it can be obtained upon request.
8.Information on locations where the futures trust deed can be purchased and read upon request.
A prospectus for a futures trust fund offered to persons meeting certain eligibility requirements need not contain in its inside front cover the information required by subparagraph 7 of the preceding paragraph.
Article 8
A prospectus shall set forth in conspicuous print on the page immediately preceding the table of contents a risk disclosure statement and "This risk disclosure statement does not disclose all the risks involved in investing in the futures trust fund. Please see page __ for a detailed description of the risk factors."
The back cover of the prospectus shall bear the signature or seal of the futures trust enterprise and the chairperson of the board of directors.
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